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Federal Register / Vol. 86, No. 18 / Friday, January 29, 2021 / Notices regulatory issues that the Commission has not previously considered.
VI. Conclusion This order gives effect to the Amended Plan filed with the Commission in File No. 4523. The Parties shall notify all members affected by the Amended Plan of their rights and obligations under the Amended Plan.
It is therefore ordered, pursuant to Section 17d of the Act, that the Amended Plan in File No. 4523, between the FINRA and NYSE Arca, filed pursuant to Rule 17d2 under the Act, hereby is approved and declared effective.
It is further ordered that NYSE Arca is relieved of those responsibilities allocated to FINRA under the Amended Plan in File No. 4523.
For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.19
J. Matthew DeLesDernier, Assistant Secretary.
FR Doc. 202101941 Filed 12821; 8:45 am BILLING CODE 801101P

SECURITIES AND EXCHANGE
COMMISSION
Release No. 3490987; File No. SRBOX
202016

Self-Regulatory Organizations; BOX
Exchange LLC; Order Disapproving Proposed Rule Change, as Modified by Amendment No. 1, in Connection With the Proposed Establishment of the Boston Security Token Exchange LLC
as a Facility of the Exchange
khammond on DSKJM1Z7X2PROD with NOTICES

January 25, 2021.

I. Introduction On May 12, 2020, BOX Exchange LLC
Exchange or BOX filed with the Securities and Exchange Commission Commission, pursuant to Section 19b1 of the Securities Exchange Act of 1934 Exchange Act 1 and Rule 19b4 thereunder,2 a proposed rule change in connection with the proposed commencement of operations of the Boston Security Token Exchange LLC
BSTX as a facility of the Exchange.
The proposed rule change was published for comment in the Federal Register on June 1, 2020.3 On July 16, 2020, pursuant to Section 19b2 of the Exchange Act,4 the Commission 19 17

CFR 200.303a34.
U.S.C. 78sb1.
2 17 CFR 240.19b4.
3 See Securities Exchange Act Release No. 88949
May 26, 2020, 85 FR 33258 June 1, 2020
Notice.
4 15 U.S.C. 78sb2.
1 15

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designated a longer period within which to approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether to disapprove the proposed rule change.5 On August 3, 2020, the Exchange filed Amendment No. 1 to the proposed rule change Amendment No.
1.6 On August 12, 2020, the Commission published notice of filing of Amendment No. 1, for notice and comment, and instituted proceedings to determine whether to approve or disapprove the proposed rule change, as modified by Amendment No. 1.7 On November 24, 2020, pursuant to Section 19b2 of the Exchange Act,8 the Commission designated a longer period within which to approve the proposed rule change, as modified by Amendment No. 1, disapprove the proposed rule change, as modified by Amendment No.
1, or institute proceedings to determine whether to disapprove the proposed rule change, as modified by Amendment No. 1.9
The proposed rule change is substantially similar to a proposed rule change previously filed with the Commission by the Exchange as SR
5 See Securities Exchange Act Release No. 89329
July 16, 2020, 85 FR 44333 July 22, 2020. The Commission designated August 30, 2020, as the date by which the Commission shall approve or disapprove, or institute proceedings to determine whether to disapprove, the proposed rule change.
6 In Amendment No. 1 the Exchange revised the proposal to: 1 Modify its description of the market that BSTX would operate, including what would be traded on that market; 2 clarify that it is proposing to establish BSTX as a facility of the Exchange, but that the Exchange would not commence operations of the BSTX Market as defined below absent trading rules approved by the Commission that are the subject of a separate filing, and that the Exchanges regulatory oversight responsibilities with respect to BSTX would not be triggered unless SRBOX202016 is approved by the Commission;
3 update a citation to a proposed rule change filed by the Exchange to provide flexibility for the Exchange to regulate multiple facilities; and 4
include a citation to a separate proposed rule change filed by the Exchange to provide trading rules for the BSTX Market. Amendment No. 1 was filed as a partial amendment. See Form 19b4 for Amendment No. 1 to SRBOX202016
Amendment No. 1 Form 19b4. When the Exchange filed Amendment No. 1 to SRBOX
202016, it also submitted a redline, which the Exchange states reflects the text of the partial amendment compared to the original filing, as a comment letter to the filing, and which the Commission made publicly available at https
www.sec.gov/comments/sr-box-2020-16/
srbox202016-7525322-222100.pdf.
7 See Securities Exchange Act Release No. 89537
August 12, 2020, 85 FR 50850 August 18, 2020
Notice of Filing of Amendment No. 1 and Order Instituting Proceedings.
8 15 U.S.C. 78sb2.
9 See Securities Exchange Act Release No. 90513
November 24, 2020, 85 FR 77334 December 1, 2020. The Commission designated January 27, 2021, as the date by which the Commission shall approve or disapprove, or institute proceedings to determine whether to disapprove, the proposed rule change.

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BOX201937.10 SRBOX201937 was published for comment in the Federal Register on January 3, 2020.11 The Commission received comments on the substance of SRBOX201937.12 BOX
withdrew proposed rule change SR
BOX201937 on May 12, 2020.13
This order disapproves the proposed rule change, as modified by Amendment No. 1 BSTX Governance Proposal.
The Exchange proposes to establish BSTX as a facility of the Exchange, as that term is defined in Section 3a2 of the Exchange Act, that would operate a market for the trading of securities BSTX Market and be jointly owned and controlled by BOX Digital Markets LLC BOX Digital, a Delaware limited liability company and a subsidiary of BOX Holdings Group LLC BOX
Holdings, which is also the parent company of the Exchanges existing facility BOX Options Market LLC, BOX
Options and tZERO Group, Inc.
tZERO, a Delaware limited liability company and a subsidiary of Overstock.com Inc. Overstock.
According to the Exchange, it is proposing the Boston Security Token Exchange LLC, Second Amended and Restated Limited Liability Company Agreement, dated as of December 24, 2019 BSTX LLC Agreement 14 as the 10 See Securities Exchange Act Release No. 87868
December 30, 2019, 85 FR 345 January 3, 2020
Notice of Filing of Proposed Rule Change.
11 See id. See also Securities Exchange Act Release No. 88536 April 1, 2020, 85 FR 19537
April 7, 2020 Order Instituting Proceedings instituting proceedings to determine whether to disapprove the proposed rule change. The only differences between SRBOX201937 and SR
BOX202016 relate to: 1 Reclassifying ownership interests in BSTX from a single class with voting rights into two classesone with voting rights and one without voting rights, and related changes; 2
providing an updated Second Amended and Restated LLC Agreement, dated as of December 24, 2019; 3 removing the list of BSTX LLC Members and their initial capital contributions; and 4
modifying the Second Amended and Restated LLC
Agreement to reflect that a Membership Record would be maintained by the Secretary of BSTX and updated from time to time as necessary and as provided in the Second Amended and Restated LLC
Agreement, which shall include the name, address, and number of units of each class of ownership interests held by each BSTX LLC Member; 5
updating certain upstream ownership information;
6 updating references to other proposed rule changes of the Exchange; and 7 the modifications made by Amendment No. 1.
12 Comments on SRBOX201937 can be found at: https www.sec.gov/comments/sr-box-2019-37/
srbox201937.htm. While the Commission considered the comments received on SRBOX
201937, they are not germane to the basis for disapproval and are not discussed herein.
13 See Securities Exchange Act Release No. 89017
June 4, 2020, 85 FR 35473 June 10, 2020 Notice of Withdrawal of a Proposed Rule Change.
14 The proposed BSTX LLC Agreement is attached as Exhibit 5A to the Form 19b4 for SRBOX2020
16 available on the Commissions website at
E:FRFM29JAN1.SGM

Continued
29JAN1